terms of this Agreement. The Members shall constitute the “members” (as that term isdefined in the Act) of the Company.     “Officers” or “officers” has the meaning set forth in Section 8.1.     “Other Business” has the meaning set forth in Section 9.     “Person” means any individual, corporation, partnership, limited liability company,trust, joint venture, governmental entity or other unincorporated entity, association, or group.     “Sole Member” has the meaning set forth in the Preamble.     **2. Name.**The name of the Company is Broadlane Ventures I, LLC.     **3. Purpose and Powers.**The purpose of the Company is (i) to engage in any lawful act or activityfor which limited liability companies may be organized under the Act. The Company shall have anyand all powers which are necessary or desirable to carry out the purpose and business of theCompany, including the ability to incur and guaranty indebtedness, to the extent the same may belegally exercised by limited liabilities companies under the Act. Notwithstanding anything hereinto the contrary, nothing set forth herein shall be construed as authorizing the Company to possessany purpose or power, or to do any act or thing, forbidden by law to a limited liability companyorganized under the laws of the State of Delaware.     **4. Registered Office and Agent**. The Company shall maintain a Delaware registered office and haveThe Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle,Delaware 19801, serve as the registered agent for the service of process as required by the Act. Inthe event the registered agent ceases to act as such for any reason or the registered office shallchange, the Company shall promptly designate a registered agent or file a notice of change ofaddress, as the case may be.     **5. Principal Office.** The Company shall have a single principal office which shall at all times belocated within the United States. The principal office shall be located at such place as shall bedesignated by the Board, which may thereafter be changed from time to time. The initial principalbusiness and mailing address of the Company shall be 13727 Noel Rd., Suite 1400, Dallas, Texas75240.     **6. Term.**The Company commenced upon the filing of the Certificate of Formation with the Secretaryof State of the State of Delaware and shall continue in existence in perpetuity until dissolved inaccordance with the Act and this Agreement.     **7. Board of Directors.**     7.1 Establishment. There is hereby established a committee (the “Board” or the“Board of Directors”) comprised of natural persons (the “Directors”) having theauthority and duties set forth in this Agreement. Any decisions to be made by the BoardOperating Agreement of Broadlane Ventures I, LLC.
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shall require the approval of a Majority of the Board. Except as provided in the immediatelypreceding sentence, no Director acting alone, or with any other Director or Directors, shall havethe power to act for or on behalf of, or to bind the Company. Each Director shall be a “manager”(as that term is defined in the Delaware Act) of the Company, but, notwithstanding the foregoing,no Director shall have any rights or powers beyond the rights and powers granted to such Directorin this Agreement. Directors need not be residents of the State of Delaware.     7.2 Powers. The business and affairs of the Company shall be managed solely by or under thesole direction of the Board. All actions outside of the ordinary course of business of the Companyto be taken by or on behalf of the Company shall require the approval of the Board.     7.3 Number of Directors; Term of Office. The authorized number of Directors is, as of thedate hereof, three. The Directors shall be elected by a majority in voting interest and shall holdoffice until their respective successors are elected and qualified or until their earlier death,resignation or removal. The initial Directors shall be: Patrick Ryan, Ian Sacks and Travis Nelson,and each such person shall hold office as a Director until his respective successor is elected andqualified or until his earlier death, resignation or removal.     7.3.1 The Sole Member may remove (with or without cause) any Director and fill the vacancy. Anyvacancy caused by such removal of a Director and not filled by the Sole Member may be filled by amajority of the votes of the Directors then in office, although less than a quorum, and anyDirector so elected to fill any such vacancy shall hold office until his successor is elected andqualified or until his earlier death, resignation or removal.     7.3.2 A Director may resign at any time by giving written notice to that effect to the Board. Anysuch resignation shall take effect at the time of the receipt of that notice or any later effectivetime specified in that notice; and, unless otherwise specified in that notice, the acceptance ofthe resignation shall not be necessary to make it effective. Any vacancy caused by any suchresignation or by the death of any Director or any vacancy for any other reason (including due tothe authorization by the Board of a newly created directorship) and not filled by the Sole Membermay be filled by a majority of the votes of the Directors then in office, although less than aquorum, and any Director so elected to fill any such vacancy shall hold office until his successoris elected and qualified or until his earlier death, resignation or removal.     7.4 Meetings of the Board. The Board shall meet at such time and at such place (eitherwithin or outside of the State of Delaware) as the Board may designate. Special meetings of theBoard shall be held on the call of the Chairman or any two Directors upon at least four days’ (ifthe meeting is to be held in person) or one day’s (if the meeting is to be held by telephonecommunications or video conference) oral or written notice to the Directors, or upon such shorternotice as may be approved by allOperating Agreement of Broadlane Ventures I, LLC.
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Directors. Any Director may waive such notice as to himself. A record shall be maintained by theSecretary of the Company of each meeting of the Board.     7.4.1 Conduct of Meetings. Any meeting of the Directors may be held in person,telephonically or by video conference.     7.4.2 Quorum. A majority of the Board shall constitute a quorum of the Board for purposesof conducting business. At all times when the Board is conducting business at a meeting of theBoard, a quorum of the Board must be present at such meeting. If a quorum shall not be present atany meeting of the Board, then the Directors present at the meeting may adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until a quorum shall bepresent. A Director may vote or be present at a meeting either in person or by proxy.     7.4.3 Attendance and Waiver of Notice. Attendance of a Director at any meeting shallconstitute a waiver of notice of such meeting, except where a Director attends a meeting for theexpress purpose of objecting to the transaction of any business on the ground that the meeting isnot lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board need be specified in the notice or waiver of notice of suchmeeting.     7.4.4 Actions Without a Meeting. Notwithstanding any provision contained in this Agreement,any action of the Board may be taken by written consent of Directors constituting a majority of theBoard without a meeting. Any such action taken by the Board without a meeting shall be effectiveonly if the consent or consents are in writing, set forth the action so taken and are signed by themajority of the Board.     7.5 Compensation of the Directors. Directors, as such, shall not receive any stated salaryfor their services, but shall receive such compensation for their services as may be from time totime agreed upon by the Board. In addition, a fixed sum and reimbursement for out-of-pocketexpenses of attendance, if any, may be allowed for attendance at each regular or special meeting ofthe Board; provided, that nothing contained in this Agreement shall be construed topreclude any Director (including the Chief Executive Officer) from serving the Company or any ofits subsidiaries in any other capacity and receiving compensation for such service.     7.6 Chairman of the Board. The Board may elect any one of the Directors to be the Chairmanof the Board (the “Chairman”). The initial Chairman of the Company shall be Patrick Ryan.At any time, the Chairman, if any, can be removed from his or her position as Chairman of theBoard. The Chairman, in his or her capacity as the Chairman of the Board, shall not have any of therights or powers of an officer of the Company. The Chairman shall preside at all meetings of theBoard and at all meetings of the Members at which he or she shall be present.Operating Agreement of Broadlane Ventures I, LLC.
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     **8. Officers.**     8.1 Appointment of Officers. The Board shall appoint individuals as officers(“officers”) of the Company, which may include a Chief Executive Officer, a President, aChief Financial Officer, a Secretary and such other officers (such as a Chief Operating Officer, aTreasurer or any number of Vice Presidents) as the Board deems advisable. No officer need be aMember of a Director. An individual may be appointed to more than one office. Each officer of theCompany shall be a ‘manager” (as that term is used in the Delaware Act) of the Company, but,notwithstanding the foregoing, no officer of the Company shall have any rights or powers beyond therights and powers granted to such officer in this Agreement. The officers of the Company as of thedate hereof are listed on the attached Schedule A.     8.2 Duties of Officers Generally. Under the direction of and, at all times, subject to theauthority of the Board, the officers shall have full and complete discretion to manage and controlthe day-to-day business, operations and affairs of the Company in the ordinary course of itsbusiness, to make all decisions affecting the day-to-day business, operations and affairs of theCompany in the ordinary course of its business and to take all such actions ad they deem necessaryor appropriate to accomplish the foregoing, in each case, unless the Board shall have previouslyrestricted (specifically or generally) such powers. In addition, the officers shall have such otherpowers and duties as may be prescribed by the Board or this Agreement. The Chief Executive Officerand the President shall have the power and authority to delegate to any agents or employees of theCompany, the rights and powers of officers of the Company to manage and control the day-to-daybusiness, operations and affairs of the Company in the ordinary course of its business, as theChief Executive Officer or the President may deem appropriate from time to time, in each case,unless the Board shall have previously restricted (specifically or generally) such powers.     8.3 Authority of Officers. Subject to Section 8.2, any officer of the Company shallhave the right, power and authority to transact business in the name of the Company or to act foror on behalf of or to bind the Company. With respect to all matters within the ordinary course ofbusiness of the Company, third parties dealing with the Company may rely conclusively upon anycertificate of any officer to the effect that such officer is acting on behalf of the Company.     8.4 Removal, Resignation and Filling of Vacancy of Officers. The Board may remove anyofficer, for any reason or for no reason, at any time. Any officer may resign at any time by givingwritten notice to the Board, and such resignation shall take effect at the date of the receipt ofthat notice or any later time specified in that notice; provided that unless otherwise specified inthat notice, the acceptance of the resignation shall not be necessary to make it effective. Anysuch resignation shall be without prejudice to the rights, if any, of the Company or such officerunder this Agreement. A vacancy in any office because of death, resignation, removal or otherwiseshall be filled in the manner prescribed in this Agreement for regular appointments to that office.Operating Agreement of Broadlane Ventures I, LLC.
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     8.5 Compensation of Officers. The officers shall be entitled to receive such compensationfrom the Company as may be determined by the Board.     8.6 Chief Executive Officer. Under the direction of and, at all times, subject to theauthority of the Board and any employment agreement or other agreement between the Chief ExecutiveOfficer and the Company, the Chief Executive Officer shall have general supervision over theday-to-day business, operations and affairs of the Company and shall perform such duties andexercise such powers as are incident to the office of chief executive officer of a corporationorganized under the GCL. The Chief Executive Officer shall have such other powers and perform suchother duties as may from time to time be prescribed by the Board.     8.7 President. Under the direction of and, at all times, subject to the authority of theBoard and any employment agreement or other agreement between the President and the Company, thePresident, if any, shall perform such duties and exercise such power as are incident of the officeof president of a corporation organized under the GCL. In the absence of the Chief ExecutiveOfficer, the President shall perform the duties of the Chief Executive Officer. The President shallhave such other powers and perform such other duties as may from time to time be prescribed by theBoard.     8.8 Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or causeto be kept and maintained, adequate and correct books and records of accounts of the properties andbusiness transactions of the Company, including accounts of its assets, liabilities, receipts,disbursements, gain, losses, capital and equity, and in general, shall perform all the dutiesincident to the office of the chief financial officer of a corporation organized under the GCL. TheChief Financial Officer shall have the custody of the funds and securities of the Company, andshall keep full and accurate accounts of receipts and disbursements in books belonging to theCompany. The Chief Financial Officer shall have such other powers and perform such other duties asmay from time to time be prescribed by the Board, the Chief Executive Officer or the President.     8.9 Secretary. The Secretary shall (a) keep the minutes of the meetings of the Members andthe Board in one or more books provided for that purpose; (b) see that all notices to be given bythe Company are duly given in accordance with the provisions of this Agreement and as required bylaw; (c) be custodian of the company records; (d) keep a register of the addresses of each Memberwhich shall be furnished to the Secretary by such Member; (e) have general charge of the Membersschedule; and (f) in general perform all duties incident to the office of the secretary of acorporation organized under the GCL. The Secretary shall have such other powers and perform suchother duties as may from time to time be prescribed by the Board, the Chief Executive Officer orthe President.Operating Agreement of Broadlane Ventures I, LLC.
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     8.10 Other Officers. All other officers of the Company shall have such powers and performsuch duties as may from time to time be prescribed by the Board or the Chief Executive Officer.     **9. Fiduciary Duties.**The fiduciary duties of any Director to the Company and its Members shall bethose of a director to a corporation and its shareholders under applicable law and any agreementbetween such Director and the Company or any affiliate thereof, including under the GCL.Notwithstanding anything to the contrary herein, (a) the Members and Directors are permitted tohave, and may presently or in the future have, investments or other business relationships withentities engaged in the business of the Company, and in related businesses other than through theCompany (an “Other Business”), and have and may develop a strategic relationship withbusinesses that are and may be competitive with the Company, (b) neither the Members nor Directorswill be prohibited by virtue of their investments in the Company from pursuing and engaging in anysuch activities, (c) neither the Members nor Directors will be obligated to inform the Company orthe other Members of any such opportunity, relationship or investment, (d) the involvement of themembers or the Directors in any Other Business will not constitute a conflict of interest by suchpersons with respect to the Company, and (e) neither the Members nor the Directors shall have anyduty or obligation to bring any “corporate opportunity” to the Company, regardless of whether suchopportunity is, from its nature, in the line of the Company’s business, is of practical advantageto the Company or is one that the Company is financially able to undertake. The officers, in theperformance of their duties as such, shall owe to the Members duties of loyalty and due care of thetype owed by the officers of a corporation to the stockholders of such corporation under the lawsof the State of Delaware.     **10. Performance of Duties: Liability of Directors and Officers.**In performing his or her duties,each of the Directors and the officers shall be entitled to rely in good faith on the provisions ofthis Agreement and on information, opinions, reports, or statements (including financial statementsand information, opinions, reports or statements as to the value or amount of the assets,liabilities, profits or losses of the Company or any facts pertinent to the existence and amount ofassets from which distributions to Members might properly be paid), of the following other Persons:(a) one or more officers or employees of the Company or any of its subsidiaries; (b) any attorney,independent accountant, or other person employed or engaged by the Company; or (c) any other personwho has been selected with reasonable care by or on behalf of the Company, in each case as tomatters which such relying person reasonably believes to be within such other person professionalor expert competence. The preceding sentence shall in no way limit any person’s right to rely oninformation to the extent provided in Section 19-406 of the Act. No individual who is a Director oran officer of the Company, or any combination of the foregoing, shall be personally liable underany judgment of a court, or in any other manner, for any debt, obligation, or liability of theCompany, whether that liability or obligation arises in contract, tort, or otherwise, solely byreason of being a Director or an officer of the Company or any combination of the foregoing.     **11 Indemnification.**     11.1 Notwithstanding Section 9, no Director or officer of the Company shall be liable tothe Company, any other Director, any other officer of the Company or to anyOperating Agreement of Broadlane Ventures I, LLC.
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Member for any loss suffered by the Company unless such loss is caused by such Director’s or suchofficer’s gross negligence, willful misconduct, intentional violation of law or material breach ofthis Agreement, or any other agreement between the Company and such Director or officer of theCompany. To the fullest extent allowed by law, each Director and each officer shall be indemnifiedand held harmless by the Company, including advancement of reasonable attorney’s fees and otherexpenses from and against all claims, liabilities, and expenses arising out of any management ofCompany affairs; provided that such Director’s or officer’s course of conduct was pursued in goodfaith and did not constitute gross negligence or willful misconduct on the part of such Director orofficer and otherwise was in accordance with the terms of this Agreement. The rights ofindemnification provided in this Section 11 are intended to provide indemnification of theDirectors and the officers to the fullest extent permitted by the GCL regarding a corporation’sindemnification of its directors and officers and will be in addition to any rights to which theDirectors or officers may otherwise be entitled by contract or as a matter of law and shall extendto his heirs, personal representatives and assigns. The absence of any express provision forindemnification herein shall not limit any right of indemnification existing independently of thisSection 11. The rights granted pursuant to this Section 11 shall have the effect of limiting ordenying any such proceeding (whether civil, criminal, administrative or arbitrative) arising priorto any amendment, modification or repeal. It is expressly acknowledged that the indemnificationprovided in this Section 11 could involve indemnification for negligence or under theories ofstrict liability. Each Director’s and each officer’s right to indemnification pursuant to thisSection 11 may be conditioned upon the delivery by such Director or such officer of a writtenundertaking to repay such amount if such individual is determinedpursuant to this Section 11 oradjudicated to be ineligible for indemnification, which undertaking shall be an unlimited generalobligation.     11.2 The Company may indemnify and advance expenses to any person, as determined by the Board, byreason of the fact that such Person was an employee or agent of the Company or any of itssubsidiaries or is or was serving at the request of the Company or any or its subsidiaries as amanager, Director, officer, partner, venture, proprietor, trustee, employee, agent or similarfunctionary of another foreign or domestic limited liability company, corporation, partnership,joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against anyliability asserted against him or her and incurred by him or her in such a capacity or arising outof his or her status as such a Person to the same extent that it shall indemnify and advanceexpenses to Directors and officers under this Section 11.     **12. Insurance.**The Company may purchase and maintain insurance, at its expense, to protect itselfand any Person who is or was serving as a Director, officer, employee or agent of the Company or isor was serving at the request of the Company as a manager, director, officer, partner, venture,proprietor, trustee, employee, agent or similar functionary of another foreign or domesticliability company, corporation, partnership, joint venture, sole proprietorship, trust, employeebenefit plan or other enterprise against any liability asserted against him or her and incurred byhim or her in such capacity or arising out of his or her status as such a Person to theOperating Agreement of Broadlane Ventures I, LLC.
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same extent that it shall indemnify and advance expenses to Directors and officers under thisSection 10.     **13. Savings Clause.**If Section 11 or any portion thereof shall be invalidated on any groundby any court of competent jurisdiction, then the Company shall nevertheless indemnify and holdharmless each Director, officer or any other person indemnified pursuant to Section 11 asto costs, charges and expenses (including attorney’s fees), judgments, fines and amounts paid insettlement with respect to any action, suit or proceeding, whether civil, criminal, administrativeor investigative to the fullest extent permitted by any applicable portion of Section 11that shall not have been invalidated and to the fullest extent permitted by applicable law.     **14. Members.**The Company presently has one member. The name and the mailing address of the SoleMember is as follows:Broadlane Ventures, LLC.